STANDARD TERMS AND CONDITIONS
(1) AGREEMENT AND LIMITATIONS. The agreement between Hemostasis, LLC (“Seller”) and the purchaser (“Buyer”) of Hemostasis, LLC products (“Goods”) listed on the opposite side of this document shall consist of the terms hereon together with any additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller shall not be bound by any additional or different terms in Buyers purchase order or in any other communication from Buyer to Seller unless specifically agreed to bySeller and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to in writing signed by Seller, to the extent that they modify, add to or detract from the sales contract, shall not be binding on Seller.
(2) TERMINATION OR MODIFICATION. The sales contract may be modified or terminated only upon Seller’s written consent.
(3) PRICE AND PAYMENT. Price is F.O.B. point of shipment. Unless otherwise provided on the sales contract, terms of payment shall be net 30 days from date of invoice. Invoices past 30 days may be subject to finance charges. Seller may require full or partial payment guarantee in advance of shipment, whenever, in its opinion, the financial condition of Buyer so warrants.
(4) TAXES. All taxes and other governmental charges upon the products, sale or use of the goods, to the extent required or not forbidden by law to be collected by Seller from Buyer, shall be paid byBuyer to Seller unless Buyer furnishes Seller with exemption certificates acceptable to taxing authorities.
(5) DELIVERY. Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed but are estimated on the basis of intermediate receipt by Seller of all information to befurnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s reasonable control. Seller will in good faith endeavor to meet estimated delivery dates.
(6) RISK OF LOSS. Buyer assumes all risks of loss of goods upon delivery by Seller to carrier.
(7) LIMITED WARRANTY. Seller warrants to Buyer or any person receiving the goods during the duration of this warranty, for a period of six (6) months from the date of shipment from the originating factory that the goods at the time of shipment will be free from defects of material and workmanship for normal use and service. This warranty does not extend to goods subjected to misuse, neglect, accident or improper installation, or to goods which have been altered or repaired by anyone except Seller. Buyer, or any person receiving such goods during the duration of the warranty, shall contact Hemostasis, LLC at 5000 Township Parkway, St. Paul, MN 55110 as soon as any defect becomes known. Seller’s sole obligation under the foregoing warranty shall be limited to repair or replacement of the defective goods as the Seller deems appropriate. If the Seller isunable to repair the goods after a reasonable number of attempts, the Buyer shall be entitled to elect a refund at the original Buyer’s price. All repaired or replaced goods will be reshipped to the Buyer with transportation charges paid to any destination in the United States excluding Alaska and Hawaii. For the latter two states, transportation charges will be paid to the nearest port of export. If, after notifying Seller of a defect, Buyer returns goods to Seller for repair and Seller determines that it has not breached the foregoing warranty, the Buyer will be assessed Seller’s regular reconditioning charges.
THIS WARRANTY IS OFFERED IN LIEU OF ANY OTHER WARRANTY , EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM DEFECTIVE EQUIPMENT.
SOME STATES DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ON THE TIME LENGTH OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
(8) REMEDIES AND LIMITATION OF LIABILITY. In the event Buyer claims Seller has breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may request the return of the goods and tender to Buyer the purchase price theretofore paid by Buyer, and, in such event, Seller shall have no further obligation under the sales contract except to refund such purchase price upon redelivery of the goods. If Seller so requests the return of the goods, the goods shall be redelivered to Seller in accordance with Seller’s instructions and at Seller’s expense. The remedies contained in this and the preceding paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller’s obligations under the sales contract, whether of warranty orotherwise. In no event shall Seller be liable for consequential damages nor shall Seller’s liability on any claim for damages arising out of or connected with the sales contract or the manufacture, sale, delivery or use of the goods exceed the purchase price of the goods. Seller shall not be liable for failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to byacts of God; acts of Buyer, civil or military authority; priorities; fires; strikes or other labor disputes; accidents; floods; epidemics; war; riot; delays in transportation; lack of or inability to obtain raw materials; components, labor, fuel or supplies, or other circumstances beyond Seller’s reasonable control, whether similar or dissimilar tothe foregoing.
(9) PATENTS. Seller will hold Buyer and Buyer’s sales outlets and customers harmless against any rightful claim of any third person by way of infringement of any United States Letters Patent by such of the goods as are of Seller’s own manufacture, but, if Buyer furnishes specifications to Seller, Buyer will hold Seller harmless against any such claims which arise out of compliance with the specifications. Seller’s agreement to hold Buyer harmless shall not apply to any infringement consisting of the use of goods manufactured by Seller asa part of any combination with goods manufactured by others. In the event that any goods manufactured by Seller are in any suit held to constitute infringement and their use is enjoined, Seller, if unable within a reasonable time to secure for Buyer the right to continue using such goods, either by suspension of the injunction, by securing for Buyer a license, or otherwise, will, at its own expense, either replace said goods at Buyer’s place of business with non-infringing goods, or modify such goods so that they become non-infringing or accept the return of the enjoined goods and refund the purchase price theretofore paid therefore.
Whenever Seller deems ii necessary or expedient for the protection of Seller’s patent rights or for the prevention of patent litigation, infringement or accounting suits, or for any reasons whatsoever, to discontinue the sale of any goods manufactured by Seller, Buyer, upon receipt of notice from Seller to discontinue sale of such goods, shall make no further sales or installations of any such goods unless or until authorized so to do in writing by Seller.
(10) GOVERNING LAW. The formation and performance of the sales contract shall be governed by the Uniform Commercial Code asadopted in the State where the originating factory is located. Any action for breach of the sales contract or any covenant or warranty must be commenced within one year after the cause of action has accrued unless such provision is not permitted by applicable law. Whenever a term defined by said Uniform Commercial Code is used in these standard provisions the definition contained in the Uniform Commercial Code is to control.